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REFUNDING ESCROW AGREEMENT
<br />General Obligation Improvement Bonds, Series 2007C
<br />THIS AGREEMENT, made pursuant to Minnesota Statutes, Section 475.67, Subdivision
<br />13 (the "Act") and executed by and between the City of Elk River, Sherburne County, Minnesota
<br />(the "City"), and U.S. Bank National Association, St. Paul, Minnesota, a banking corporation
<br />whose deposits are insured by the Federal Deposit Insurance Corporation and whose capital and
<br />surplus is not less than $500,000 (the "Escrow Agent"):
<br />WITNESSETH: That the parties hereto recite and, in consideration of the mutual
<br />covenants. contained herein, covenant and agree as follows:
<br />1. The City, in accordance with a resolution adopted by its governing body on
<br />February 21, 2012, entitled "Resolution Awarding the Sale of $1,595,000 General Obligation
<br />Improvement Refunding Bonds, Series 2012B; Fixing Their Form and Specifications; Directing
<br />Their Execution and Delivery; Providing for Their Payment; Providing for the Escrowing and
<br />Investment of the Proceeds Thereof; and Providing for the Redemption of Bonds Refunded
<br />Thereby" (the "Resolution"), a certified copy~of which has been filed with the Escrow Agent, has
<br />provided for the refunding of the City's $3,090,000 General Obligation Improvement Bonds,
<br />Series 2007C, dated June 26, 2007, of which $1,540,000 in principal amount is subject to
<br />redemption and prepayment on February 1, 2013 (the "Refunded Bonds"), by the issuance and
<br />sale of refunding obligations, designated as "General Obligation Improvement Refunding Bonds,
<br />Series 2012B" (the "Refunding Bonds").
<br />2. The City has also, in accordance with the Resolution, issued and sold the
<br />Refunding Bonds in the principal amount of $1,595,000, and has simultaneously invested the
<br />proceeds of the Refunding Bonds [together with original issue premium in the amount of
<br />$ ,and $ from the debt service account for the Refunded Bonds, less
<br />underwriter's discount of $ and less $ to be deposited in the Debt
<br />Service Account as a rounding amount] (i) in the amount of $ in securities
<br />which are general obligations of the United States, securities whose principal and interest
<br />payments are guaranteed by the United States, and securities issued by agencies of the United
<br />States (collectively, the "Federal Securities"), as described in the Escrow Verification Report
<br />which is attached hereto, marked Exhibit A and made a part hereof and has irrevocably
<br />deposited all such securities with the Escrow Agent on the date of this Agreement, (ii) in the
<br />amount of $ as an initial cash deposit, and (iii) in the amount of $ to be applied
<br />by Escrow Agent to payment of costs of issuance as specified in paragraph 3 hereof. It is
<br />understood and agreed that the dates and amounts of payments of principal and interest due on
<br />the securities so deposited are as indicated in Exhibit A, and that the principal and interest
<br />payments due on such securities together with the initial cash deposit are such as to provide the
<br />funds required to pay all interest payable on the Refunding Bonds to the date on which any of the
<br />398278v1 JSB EL185-17
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